DJ RM plc: Interim Results
RM plc (RM.)
RM plc: Interim Results
14-Jul-2026 / 07:00 GMT/BST
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14 July 2026
RM plc
Interim Results for the six months ended 31 May 2026
Transformation programme continues to yield financial improvement
RM plc ('RM', the 'Company'), a leading global educational technology ('EdTech'), digital learning and assessment
solution provider, reports its interim results for the six months ended 31 May 2026.
Financial highlights
GBPm HY26 HY25 Variance
Revenue from continuing operations 70.1 73.2 (4.2)%
Loss before tax from continuing operations (2.9) (4.3) 32.6%
Statutory loss after tax (2.0) (3.3) 39.4%
Diluted EPS from continuing operations (2.1)p (4.0)p 47.5%
Adjusted performance measures:1
Adjusted operating profit from continuing operations 2.7 0.9 200.0%
Adjusted EBITDA excluding share-based payments 5.2 3.5 48.6%
Adjusted profit/(loss) before tax from continuing operations 0.0 (2.4) n/a
Adjusted diluted EPS from continuing operations (0.0)p (2.0)p n/a
Adjusted net debt2 59.3 59.6 0.5%
-- Adjusted operating profit from continuing operations has increased by 200.0% to GBP2.7m (HY25: GBP0.9m) andadjusted EBITDA by 48.6% to GBP5.2m (HY25: GBP3.5m), reflecting the continued benefits of the transformation programmedelivering further cost savings, and an increase in core recurring Assessment revenue.
-- Revenue from continuing operations is down by 4.2% to GBP70.1m primarily due to the ongoing challengesfacing the UK schools' market impacting the Technology division.
-- Core recurring revenue in Assessment3 has increased by 7.3% despite overall Assessment revenue being flatat GBP20.5m (due to a high level of one-off project work last year).
-- Adjusted net debt of GBP59.3m is broadly the same as in HY25, with a further GBP3.7m invested during HY26 inRM Ava, our adaptive virtual accreditation platform, taking the cumulative amount spent to GBP13.5m out of the totalGBP20.0m investment. The Company has extended its bank facility to 5 January 2028.
-- Movement in adjusted diluted EPS from continuing operations due to smaller loss after tax.
Assessment
-- Recurring revenue, now GBP19.0m (HY25: GBP17.7m), makes up 92.7% of Assessment revenue (HY25: 86.3%).
-- 100% of Assessment's revenue up for renewal during HY26 has been successfully renewed, continuing thetrend of being able to retain strategic customers.
-- Assessment's adjusted operating margin has increased to 25.9% (HY25: 17.6%) reflecting a continuation ofmargin improvement through cost savings, operational efficiencies, and an increase in core recurring revenue.
-- Pipeline of opportunities has grown by more than 100% compared to a year ago with RM now targetingmulti-year government sponsored digital accreditations as well as more professional qualifications.
-- On track to invest a further GBP6m in FY26 in the development of our strategic RM Ava platform, in linewith equity raise commitments, which will drive future growth.
-- Separation work is progressing well with the Assessment business now a separate legal entity and havinggone live with its new standalone ERP, Sage X3.
TTS
-- TTS has continued to focus on product development, introducing 67 new own-IP products in HY26,maintaining its key differentiation factor.
-- Sales were slightly down by 3.6% to GBP29.6m (HY25: GBP30.7m) owing to the war in the Middle East havingimpacted international orders, and a strategic decision not to apply a site wide discount unlike in HY25, toprotect margin.
-- Reflecting our pricing strategy, alongside efficiency measures, divisional contribution is 16.7% higherthan in HY25.
Technology
-- Revenue down 9.1% at GBP20.0m (HY25: GBP22.0m), reflecting the continuing challenges in the UK schools'market with school budgets constrained.
-- The division has, nevertheless, continued to win and renew contracts which provide recurring revenues foryears ahead.
-- Connect the Classroom government initiative has progressed more slowly than expected although we remainhopeful that this initiative will soon be reinstated.
Current trading and FY26 outlook
-- RM remains on course to meet full year market expectations for adjusted operating profit ("AOP") andadjusted EBITDA.4
-- A greater proportion of AOP than previously expected for the full year to come from our core Assessmentdivision.
-- Revenue is expected to be slightly down on FY25, as a result of the challenging market and macroeconomicheadwinds impacting Technology and the short-term impact on TTS caused by the war in the Middle East.
-- Strategic priority remains to materially reduce net debt and scale high growth Assessment business.
Mark Cook, Chief Executive of RM, said
"It is very pleasing to see positive progress across our core Assessment business with recurring revenue and profitability increasing. The foundation for this has been laid by progress made with the strategic initiatives we communicated as part of the equity raise last year, namely the separation of our divisions and the continued investment in our RM Ava platform. We are excited by the opportunities that building RM Ava has created, not only within education but also through government sponsored digital accreditations and our continued expansion into global professional qualifications.
Reducing our debt through the disposal of non-core assets remains a preeminent focus of the Board. I will provide an update on any significant progress at the appropriate time."
Notes
1 Throughout this statement, adjusted operating profit, adjusted EBITDA excluding share-based payments, adjusted loss before tax and adjusted EPS are Alternative Performance Measures, stated after adjusting items (see Note 4) which are identified by virtue of their size, nature and incidence. The Group reports adjusting items which are used by the Board to monitor and manage the performance of the Group, in order to ensure that decisions taken align with the Group's long-term interests. The treatment of adjusted items is applied consistently year-on-year.
2 Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalents and overdrafts. Lease liabilities of GBP17.2m (30 November 2025: GBP15.0m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations.
3 Recurring revenues in Assessment is made up of digital platform revenue and third-party scanning and excludes one-off project work.
4 Prior to this update, the Company believes that market expectations for FY26 adjusted operating profit and adjusted EBITDA were GBP13.6m and GBP19.0m, respectively.
Presentation details
A presentation by Management for investors and analysts will be published on the company website later this morning at https://www.rmplc.com/.
Contacts:
RM plc investorrelations@rm.com
Mark Cook, Chief Executive Officer
Simon Goodwin, Chief Financial Officer
Daniel Fattal, Company Secretary and investor relations
Headland Consultancy (Financial PR) +44 203 805 4822
Chloe Francklin (cfrancklin@headlandconsultancy.com)
Dan Mahoney (dmahoney@headlandconsultancy.com)
Notes to Editors:
About RM
RM was founded in 1973, with a mission to improve the educational outcomes of learners worldwide. More than fifty years on, we are a trusted Global EdTech, digital learning and assessment solution provider, transforming learners, educators, and accreditors to be more productive, resilient, and sustainable. Our simple approach enables us to deliver best in class solutions to optimise accreditation outcomes.
RM is focused on delivering a consistently high-quality digital experience, acting as a trusted consultative partner to provide solutions that deliver real impact for learners worldwide. Our three businesses are:
-- Assessment - a global provider of assessment software, supporting exam awarding bodies, universities, andgovernments worldwide to digitise their assessment delivery.
-- TTS (Technical Teaching Solutions) - an established provider of education resources for early years,primary schools, and secondary schools across the UK and to 114 countries internationally.
-- Technology - a market-leading advisor and enabler of ICT software, technology and bespoke services to UKschools and colleges.
Chief Executive's Statement
Overview
During the first half, we have continued to increase RM's profitability with adjusted operating profit up by 200.0% from HY25 to GBP2.7m (and adjusted EBITDA up by 48.6% to GBP5.2m). This reflects the benefits of the transformation programme, including simplification and the separation of our divisions, delivering further cost savings, and an increase in core recurring Assessment revenue. Revenue is down by 4.2% to GBP70.1m, primarily due to challenges faced by the Technology division (see below). While Assessment revenue is flat due to a higher level of one-off project work in last year's comparative figure, I'm pleased to report that recurring revenue in Assessment has grown by 7.3%. We have continued to win new Assessment customers including two in the professional qualifications space. Complementing this was our high customer renewal rate of 100% in H1, following a similar trend in the last two financial years.
Technology revenue fell 9.1% to GBP20.0m reflecting a continuation of the challenges facing the UK schools' market, while TTS was slightly down by 3.6% to GBP29.6m as international sales were impacted by the war in the Middle East. This underpins the Board's strategy to focus on and grow its Assessment business which offers both significant growth opportunities and relative resilience to macroeconomic shocks.
I was clear in our FY25 year-end announcement that we are actively working on the disposal of non-core assets to materially reduce debt. I will provide updates on any significant progress when we are in a position to do so. Last October's equity placing has accelerated our progress in separating the divisions and we recently went live with Sage X3 as our new separate enterprise resource planning system for Assessment. Further detail on how the proceeds from the equity raise have been deployed is set out below.
Net debt is marginally lower at GBP59.3m (HY25: GBP59.6m) while we have continued to invest in RM Ava, our adaptive virtual accreditation platform. Our lenders remain supportive of our strategy, and we have extended our bank facility to 5 January 2028.
Use of the equity raise proceeds
As detailed in our FY25 annual report, we raised GBP12.7m (net of fees) last October to be used to do four things:
-- Complete the separation work required to facilitate disposals of non-core assets;
-- Strengthen RM Ava and accelerate its development;
-- Invest in RM Assessment's sales and marketing capability; and
-- Manage general working capital purposes.
We have invested in each of these areas. Separation work includes each division now having its own separate legal entity. We have also transferred the closed defined benefits pension schemes from the trading subsidiaries to RM plc as sponsor, gone live with a new standalone ERP system (Sage X3) for Assessment and corporate services, and made other IT system changes to increase flexibility and reduce costs. While there are one-off costs associated with these changes, they unlock future cost savings and provide necessary flexibility to carry out our strategic goals.
We have continued to invest in our single, cloud-based platform, RM Ava. We are approximately 65% through our strategic investment in Ava, digitising the full end to end assessment process; authoring exams, taking them, marking and grading. Advantages of full delivery of the new platform are modularity and scalability as well as a step change in the customer and candidate experience and increased market leading functionality. Investment was approximately GBP6m in FY25 with a further GBP6m being invested in FY26. This will continue to see us introduce new capabilities that align with our customers' needs later in FY26 such as the reporting and analytics module, delivering deeper insights across the entire assessment lifecycle. Crucially, building Ava allows RM to enter into a whole new Target Addressable Market, ("TAM") due to its flexibility to scale. This goes beyond the general qualifications market, our traditional stronghold, and includes more professional qualifications along with larger, multi-year government sponsored digital accreditations.
Our sales and marketing capability in Assessment has been strengthened by recruiting talent with more than two decades of experience working in education. This will support us in achieving our new business targets with our pipeline of opportunities having more than doubled since HY25, driven in part by the additional TAM I have outlined above.
Finally, a portion of the fundraise proceeds has helped with our inherently challenging working capital cycle which encompasses the bulk of our customer receipts arising during concentrated periods, rather than consistently throughout the year. We have initiated plans to address this over time such as introducing a more evenly spread customer invoicing pattern as part of contract renewal discussions.
Divisional performance
Assessment
Total Assessment revenue for the half year is GBP20.5m, consistent with HY25. Excluding one-off project work, Assessment's recurring income, comprising core digital platform revenue and third-party scanning, increased by 7.3% to GBP19.0m (HY25: GBP17.7m). This reflects our strategy of growing Assessment's recurring revenue through long-term contracts, now representing 92.7% of the division's total sales (HY25: 86.3%). Assessment's operating margin has increased by 8.3% in HY25 to 25.9% in HY26 due to further cost savings and efficiencies, and the higher amount of core recurring revenue.
Our customer renewal rates remain very high with 100% of the revenue up for renewal in H1 having been successfully renewed and we have already received positive indications from customers who expect to renew with us in H2. This reinforces the sticky nature of our digital platform revenue in Assessment, built on years of developing relationships and delivering unparalleled assessment solutions. Equally pleasing is that we have won three-year contracts with two new customers in the professional qualifications space, which is a key area of expansion for assessment. We will be supporting both customers with the delivery of online exams with the entire assessment process managed on our Ava platform.
Our busiest time, the summer peak exam period, is still underway and we have achieved a new record of 900,000 high stakes exam papers digitally marked in our platform in a single day. This half year also marked an important milestone as one of our major customers delivered its first set of global digital exams using our Ava platform.
TTS
TTS revenue for the period is GBP29.6m, slightly down by 3.6% on last year, largely due to the war in the Middle East having impacted international orders in that region. UK revenue is marginally down due to our decision to not initiate a site wide discount, unlike last year. That decision, along with achieving greater efficiencies, has helped divisional contribution to be 16.7% higher than in HY25.
TTS has introduced 67 new own-IP products in H1, including our Glow Sequencing Cubes, which have already received a great reception, generating significant interest and a steady stream of orders in its launch month. Creating unique products and resources using our own intellectual property, rather than simply reselling, remains one of our key differentiators in this highly transactional market.
Technology
Technology sales in H1 are GBP20.0m, 9.1% down on last year as the division continues to be impacted by the challenging UK schools' market with schools facing ongoing budget constraints. An additional factor in the decline is the price reductions given to a small number of major managed services customers towards the end of FY25 for multiple-year contract extensions, thereby providing greater certainty of revenue in years to come.
The Connect the Classroom government initiative has progressed more slowly than expected reflecting changes in government approach although we remain hopeful that this initiative will be reinstated in the near future. Hardware sales started the year well but have since been affected by the rise in global prices for computer parts. Despite these challenges, Technology has continued to win and renew contracts which provide recurring revenues. This includes WMG Academy Trust and Alpha Schools renewing for a further 5 years and a number of new connectivity wins on multi-year contracts.
Outlook
Our core Assessment business is continuing to progress positively and we have made great strides in completing strategic initiatives, such as the separation of the divisions and the continued development of RM Ava. Full year FY26 adjusted operating profit remains in line with market expectation and with a higher proportion than previously envisaged coming from our core Assessment business. Owing to the challenging market and macroeconomic headwinds impacting Technology and, to a lesser extent, the short-term impact on TTS caused by the war in the Middle East, we expect overall revenue for the full year to be slightly below that reported in FY25.
Our strategic priority to materially reduce net debt remains a key focus and we are confident in our ability to scale our high growth Assessment business over the coming years. Our Assessment pipeline has grown by over 100% compared to a year ago. This reflects opportunities that are unfolding not only within RM's traditional education sector but also through government sponsored digital accreditations and our continued expansion into global professional qualifications, enlarging our TAM substantially.
Chief Financial Officer's statement
The first half of FY26 has again been a period of significant change and progress within RM plc, most notably in the continued significant improvements in profitability that our strategy is delivering; but also through the separation of the RM Assessment business into a standalone legal entity and core IT / ERP systems.
Financial Review
Group financial performance
GBPm HY26 HY25 Variance Revenue from continuing operations 70.1 73.2 (4.2)% Loss before tax from continuing operations (2.9) (4.3) 32.6% Statutory loss after tax (2.0) (3.3) 39.4% Diluted EPS from continuing operations (2.1)p (4.0)p 47.5% Adjusted performance measures1: Adjusted operating profit from continuing operations 2.7 0.9 200.0% Adjusted EBITDA excluding share-based payments 5.2 3.5 48.6% Adjusted profit/(loss) before tax from continuing operations 0.0 (2.4) n/a Adjusted diluted EPS from continuing operations (0.0)p (2.0)p n/a Adjusted net debt2 59.3 59.6 0.5%
1. Throughout this statement, adjusted operating profit, adjusted EBITDA excluding share-based payments,adjusted loss before tax and adjusted EPS are Alternative Performance Measures, stated after adjusting items (seeNote 4) which are identified by virtue of their size, nature and incidence. The Group reports adjusting items whichare used by the Board to monitor and manage the performance of the Group, in order to ensure that decisions takenalign with the Group's long-term interests. The treatment of adjusted items is applied consistently year-on-year. 2. Adjusted net debt is defined as the total of borrowings less capitalised fees, cash and cash equivalentsand overdrafts. Lease liabilities of GBP17.2m (30 November 2025: GBP15.0m) are excluded from this measure as they arenot included in the measurement of adjusted net debt for the purpose of covenant calculations.
Divisional performance
GBPm HY26 HY25 Variance RM TTS: Total revenue 29.6 30.7 (3.6)% UK revenue 21.9 22.6 (3.1)% International revenue 7.7 8.1 (4.9)% Divisional contribution 2.1 1.8 16.7% Adjusted operating profit 0.8 0.1 700.0% Adjusted operating profit margin 2.7% 0.3% 2.4% RM Assessment: Revenue 20.5 20.5 0.0% Divisional contribution 7.5 6.7 11.9% Adjusted operating profit 5.3 3.6 47.2% Adjusted operating profit margin 25.9% 17.6% 8.3% RM Technology: Revenue 20.0 22.0 (9.1)% Divisional contribution 1.8 3.5 (48.6)% Adjusted operating profit 0.0 0.9 (100.0)% Adjusted operating profit margin 0.0% 4.1% (4.1)%
Group revenue from continuing operations decreased by 4.2% to GBP70.1m (HY25: GBP73.2m).
Adjusted operating profit from continuing operations improved by GBP1.8m to GBP2.7m (HY25: GBP0.9m) through a combination of a better mix of higher profit revenue streams and through ongoing cost control.
RM TTS revenues decreased by 3.6% to GBP29.6m (HY25: GBP30.7m). UK revenue declined (3.1%) but material margin increased by 4.2% as significant discounting took place in the prior year. International revenue declined in the period (4.9%) with continuing geopolitical uncertainty impacting conversion of orders to sales. Divisional contribution improved to GBP2.1m (HY25: GBP1.8m) through ongoing cost control and operational efficiency improvements, and TTS divisional adjusted operating profit increased significantly to GBP0.8m (HY25: GBP0.1m). Adjusted operating margin increased by 2.4% to 2.7% (HY25: 0.3%).
RM Assessment revenues remained flat at GBP20.5m. The division saw continued strong revenue growth in recurring contracted revenues (+7.3%). This growth has come from the impact of increased volumes of assessments from existing customers, as well as some impact from new customers won since last year. Revenue growth was partially offset by the continued wind down of legacy and other non-core contracts to GBP1.5m (HY25: GBP2.8m). On the back of growth of higher margin recurring revenue, divisional contribution increased by 11.9% to GBP7.5m (HY25: GBP6.7m) and adjusted operating profit increased even further by 47.2% to GBP5.3m (HY25: GBP3.6m), as the division benefitted from lower corporate allocations. As a result Assessment division generated adjusted operating profit at 25.9% of revenue (HY25: 17.6%).
RM Technology revenues decreased by 9.1% to GBP20.0m (HY25: GBP22.0m) as HY26 is the first full half year impact of lower pricing on the long term renewal of the division's largest customer during FY25. The division saw encouraging increases in transactional sales, however these were limited by continued headwinds in UK schools' budgetary pressures and the impact of significant cost inflation from suppliers of computer hardware. Divisional contribution declined by GBP1.7m to GBP1.8m (HY25: GBP3.5m), flowing through to an adjusted operating profit of GBP0.0m (HY25: profit of GBP0.9m) and adjusted operating margin reduced to 0.0% (HY25: 4.1%).
Adjusted EBITDA excluding share-based payment charges increased to GBP5.2m (HY25: GBP3.5m) reflecting further improvement in our operational efficiency.
Loss before tax improved to GBP2.9m (HY25: loss of GBP4.3m); this GBP1.4m improvement was delivered by a GBP1.8m increase in Adjusted Operating Profit and GBP0.7m reduction in finance costs offset by an increase of GBP1.0m in adjusting items, primarily as a result of our ongoing separation activities and transition to a new ERP system.
Statutory loss after tax was GBP2.0m (HY25: loss of GBP3.3m), with the improvement noted above offset by a GBP0.1m lower tax credit.
Diluted loss per share was (2.1)p (HY25: (4.0)p) and adjusted earnings/(loss) per share was 0.0p (HY25: (2.0)p).
Adjusting items
To provide an understanding of business performance excluding the effect of significant change programmes and material transactions, certain costs are identified as 'adjustments' to business performance as set out below:
GBPm HY26 HY25 Amortisation of acquisition-related intangible assets 0.1 0.1 Restructuring costs1 2.7 1.7 CARE scheme pension costs2 0.1 0.1 Total adjustments 2.9 1.9 Tax impact (0.9) (0.3) Total adjustments after tax - continuing operations 2.0 1.6 Total adjustments after tax - discontinued operations - - Total adjustments after tax 2.0 1.6
1 Restructuring costs in HY26 relate primarily to the legal separation and new ERP implementation activities announced in FY25. Restructuring costs in HY25 related to the implementation of the Group's new Target Operating Model announced in FY24, which has now concluded.
2 Ongoing costs for the CARE pension scheme are presented as an adjusting item within continuing operations as they are not related to the underlying trading operations of the Group, following the discontinuation of the Consortium business.
Inventory
Inventories have reduced slightly to GBP12.9m (FY25: GBP13.0m) as TTS ensures it holds sufficient and appropriate stocks in advance of its peak trading period.
Corporate Costs
Total corporate costs reduced by GBP2.4m to GBP8.7m (HY25: GBP11.1m) as a result of the savings programmes delivered and ongoing cost control; these reductions were partially offset by the cost associated with share plan awards for management. Corporate costs in the period after divisional allocations were GBP3.4m, reduced from GBP3.6m in HY25.
Taxation
The total tax credit for the period was GBP0.9m (HY25: credit of GBP1.0m).
Cash flow, Net Debt and Lender Agreement
The first half of the financial year is normally a working capital outflow period for the Group, with lower revenues and profitability than H2, as well as inventory purchases ahead of the second half peak selling periods in TTS & Technology; the majority of cash inflow from examinations sessions also comes in the second half.
On a statutory basis, net cash inflow from operating activities was GBP0.0m (HY25: GBP1.1m), with the reduction primarily arising from working capital settlements.
Adjusted net debt at the end of the period was GBP59.3m (FY25: GBP50.6m) as the GBP0.0m net cash flow from operating activities (see above) was primarily offset by GBP4.2m of asset purchases (HY25: GBP4.2m) as we continued investment in RM Ava, GBP2.6m of interest paid (HY25: GBP2.8m), and GBP1.4m of lease repayments (HY25: GBP1.4m).
The Group has an agreement with Lenders for a GBP70.0m bank facility to January 2028, secured by a fixed charge over the shares of each of the obligor companies (except for RM plc), and the fixed and floating charge over all assets of the obligor companies. Financial covenants during the period and to the end of the facility are as follows:
-- A quarterly LTM EBITDA (excluding discontinued operations) covenant test to November 2026, after which itis replaced by a quarterly EBITDA leverage test and interest cover test, which are required to be below 4.5x andabove 3.5x respectively for the quarters ended 28 February and 31 May 2027, and below 4.5x and above 4xrespectively for the quarters thereafter; and
-- A 'hard' liquidity covenant test requiring the Group to have liquidity greater than GBP7.5m on the lastbusiness day of the month, and liquidity not be below GBP7.5m at the end of two consecutive weeks within a month.
Balance Sheet
The Group had net assets of GBP31.9m at 31 May 2026 (FY25: GBP30.9m). The balance sheet includes non-current assets of GBP106.7m (FY25: GBP97.1m), of which GBP29.3m (FY25: GBP29.0m) is goodwill and GBP23.1m (FY25: GBP20.1m) relates to the Group's defined benefit pension scheme which is discussed further below.
Operating PPE, intangible and right-of-use assets total GBP39.1m (FY25: GBP33.6m) and includes acquired brands, customer relationships, intellectual property, and leases primarily relating to properties used by the Group.
Net current assets of GBP1.9m (FY25: GBP5.0m) includes cash and cash equivalents of GBP4.9m (FY25: GBP6.2m) and bank overdrafts of GBP4.1m (FY25: GBPnil).
Non-current liabilities of GBP76.7m (FY25: GBP71.1m) includes borrowings of GBP60.1m (FY25: GBP56.7m) and lease liabilities of GBP15.1m (FY25: GBP13.4m) which are predominately associated with the Group's utilisation of properties.
Dividend
A condition of the previously extended and amended banking facility agreement remains the same, which was to restrict dividend distribution until the Company has reduced its net debt to LTM EBITDA (post IFRS 16) leverage to less than 1x for two consecutive quarters. Therefore, we are not recommending the payment of a dividend and are unlikely to in the short-term since our focus is to continue investing in RM's growth.
Pension
The Company operates two defined benefit pension schemes ("RM Scheme" and "CARE Scheme") and participates in a third, multi-employer, defined benefit pension scheme ("Platinum Scheme"). All schemes are now closed to future accrual of benefits.
As set out in Note 9, the net IAS 19 surplus increased by GBP3.0m to GBP23.1m during the period. All three schemes are in surplus. The increase was driven by higher discount rates decreasing the value of liabilities.
The latest triennial valuations for statutory funding purposes for the RM and CARE schemes, dated 31 May 2024, do not require any additional contribution payments. The Platinum scheme valuation, dated 31 December 2024, does not require any contribution payments until 31 December 2030.
During the period the sponsoring employer of the RM, CARE and Platinum schemes was changed from RM Education Limited (for the RM scheme) and RM Educational Resources Limited (for the CARE and Platinum schemes) to RM plc.
Internal Controls
During the period management have continued to embed financial controls, through a programme of quarterly self-certification by control owners, and independent testing by the Internal Audit & Internal Controls team.
The Board and Audit & Risk Committee are updated regularly with respect to ongoing improvements to the control environment and the outcomes of testing. Where controls currently are not designed, implemented, or operating as effectively as they should, management have provided the Committee with assurance that appropriate mitigating actions are in place to conclude that these Financial Statements do not contain material errors.
Going Concern
In assessing the going concern position, the Directors have considered the balance sheet position as included on page 12 and the level of available finance not drawn down. The net current assets and adjusted net debt for the Group at 31 May 2026 were GBP1.9m and GBP59.3m respectively (30 November 2025: net current assets of GBP5.0m and GBP50.6m respectively). RM Group plc has a bank facility ("the facility") which totalled GBP70.0m at the date of this report. The facility maturity was extended in June 2025 and is committed until 5 January 2028. The terms of the revised facility are as disclosed in Note 11. The debt facilities are subject to financial and certain non-financial covenants. Details of the financial covenants can be found in the 'Cash Flow, Net Debt and lender agreement' section above, and the non-financial covenants in Note 11.
The Directors have prepared cash flow forecasts for the period to the end of the facility which indicate there is headroom for both covenants at each measurement period. A number of reasonably plausible downside scenario sensitivities have been assessed, alongside a review of mitigating actions which are within management's control. While the Directors of the Group believe that all reasonable worst-case downside scenarios occurring together is highly unlikely, under this reasonable worst case scenario without any mitigating actions the Group would continue to comply with the covenants of the facility until February 2027 when the interest cover test would be breached, and May 2027 when the adjusted leverage test would be breached. With mitigations applied to the reasonable worst-case scenarios, no breach of either covenant is forecast.
Taking this into account, the Group is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due until the end of this facility. Further detail on the Directors' assessment of going concern, including details in relation to the base assessment and the reasonably plausible downside scenario are set out in Note 1 to the financial statements below.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED INCOME STATEMENT
Six months ended 31 May 2026 Six months ended 31 May 2025
Adjusted Adjustments Total Adjusted Adjustments Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 2, 3 70,130 - 70,130 73,199 - 73,199
Cost of sales (44,301) - (44,301) (44,790) - (44,790)
Gross profit 25,829 - 25,829 28,409 - 28,409
Operating expenses (23,287) (2,941) (26,228) (27,655) (1,905) (29,560)
Movement in expected credit loss 160 - 160 189 - 189
provision
Profit/(loss) from operations 2 2,702 (2,941) (239) 943 (1,905) (962)
Finance income 548 - 548 542 - 542
Finance costs (3,206) - (3,206) (3,873) - (3,873)
Profit/(loss) before tax 44 (2,941) (2,897) (2,388) (1,905) (4,293)
Tax 5 (11) 884 873 703 269 972
Profit/(loss) for the period 33 (2,057) (2,024) (1,685) (1,636) (3,321)
Earnings per ordinary share: 6
- Basic 0.0p (2.1)p (2.0)p (4.0)p
- Diluted 0.0p (2.1)p (2.0)p (4.0)p
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(EXPENSE)
Six months ended
Six months ended
31 May 2026
31 May 2025
Note GBP000 GBP000
Loss for the period (2,024) (3,321)
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements 9 2,855 (3,172)
Tax on items that will not be reclassified subsequently to profit or (714) 791
loss
Items that are or may be reclassified subsequently to profit or loss
Fair value loss on hedged instruments (17) (275)
Fair value loss on hedged instruments transferred to the income 48 72
statement
Exchange gain/(loss) on translation of overseas operations 220 (190)
Other comprehensive income/(expense) 2,392 (2,774)
Total comprehensive income/(expense) attributable to owners
368 (6,095)
of the parent
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
At 31 May 2026 At 30 November 2025
Note GBP000 GBP000
Non-current assets
Goodwill 29,331 29,036
Other intangible assets 18,050 14,249
Property, plant and equipment 6,446 6,585
Right-of-use assets 14,601 12,758
Defined benefit pension scheme surplus 9 23,127 20,093
Other receivables 307 353
Contract fulfilment assets 6,568 5,262
Deferred tax assets 8,257 8,734
106,687 97,070
Current assets
Inventories 12,893 12,987
Trade and other receivables 28,512 26,050
Contract fulfilment assets 2,121 2,720
Tax assets 1,174 121
Cash and cash equivalents 4,907 6,166
49,607 48,044
Total assets 156,294 145,114
Current liabilities
Trade and other payables (42,599) (41,895)
Provisions 8 (1,055) (1,154)
Bank overdraft (4,068) -
(47,722) (43,049)
Net current assets 1,885 4,995
Non-current liabilities
Lease liabilities (15,144) (13,393)
Other payables (557) (165)
Provisions 8 (800) (809)
Defined benefit pension scheme obligation 9 (30) (30)
Borrowings 7 (60,139) (56,742)
(76,670) (71,139)
Total liabilities (124,392) (114,188)
Net assets 31,902 30,926
Equity attributable to shareholders
Share capital 2,242 2,242
Share premium account 39,458 39,458
Own shares (433) (444)
Capital redemption reserve 94 94
Hedging reserve - (31)
Translation reserve (840) (1,060)
Retained earnings (8,619) (9,333)
Total equity 31,902 30,926
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Own Capital Hedging Translation Retained
capital premium shares redemption reserve2 reserve3 earnings Total
reserve1
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 December 2024 1,917 27,080 (444) 94 31 (831) (10,738) 17,109
Loss for the period - - - - - - (3,321) (3,321)
Other comprehensive - - - - (203) (190) (2,381) (2,774)
expense
Total comprehensive - - - - (203) (190) (5,702) (6,095)
expense
Transactions with
owners of the
Company:
Share-based payments - - - - - - 541 541
Tax thereon - - - - - - 4 4
At 31 May 2025 1,917 27,080 (444) 94 (172) (1,021) (15,895) 11,559
At 1 December 2025 2,242 39,458 (444) 94 (31) (1,060) (9,333) 30,926
Loss for the period - - - - - - (2,024) (2,024)
Other comprehensive - - - - 31 220 2,141 2,392
income
Total comprehensive - - - - 31 220 117 368
income
Transactions with
owners of the
Company:
Issue of own shares - - 11 - - - (11) -
Share-based payments - - - - - - 614 614
Tax thereon - - - - - - (6) (6)
At 31 May 2026 2,242 39,458 (433) 94 - (840) (8,619) 31,902
1 The capital redemption reserve arose from the repurchase of issued share capital. It is not distributable.
2 The Group hedging reserve arises from cash flow hedges entered into by the Group. It is not distributable as the gains and losses are unrealised.
3 The Group translation reserve arises on consolidation from the unrealised movement of foreign exchange on the net assets of overseas entities. It is not distributable.
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Six months ended Six months ended
31 May 2026 31 May 2025
Note GBP'000 GBP'000
Loss before tax (2,897) (4,293)
Finance income (548) (542)
Finance costs 3,206 3,873
Loss from operations (239) (962)
Adjustments for:
Research and development expenditure credits (175) (50)
Amortisation and impairment of intangible assets 244 206
Depreciation and impairment of property, plant and equipment 1,749 1,897
Gain on disposal of property, plant and equipment (1) -
Loss on foreign exchange derivatives 48 72
Share-based payment charge 614 541
Net (decrease)/increase in provisions 8 (7) 470
Defined benefit pension scheme administration cost 9 373 73
Operating cash flows before movements in working capital 2,606 2,247
Decrease/(increase) in inventories 94 (1,387)
Increase in receivables (2,416) (3,305)
Increase in contract fulfilment assets (1,034) (960)
Increase in trade and other payables 1,182 6,413
Utilisation of provisions 8 (123) (471)
Cash generated from operations 309 2,537
Cash consumed by settlement of derivative financial instruments (57) (73)
Defined benefit pension scheme cash contributions 9 (8) (1,176)
Tax paid (248) (139)
Net cash (used by)/generated from operating activities (4) 1,149
Investing activities
Interest received 4 6
Proceeds on disposal of property, plant and equipment 5 -
Purchases of property, plant and equipment (507) (437)
Purchases of other intangible assets (3,710) (3,759)
Net cash used by investing activities (4,208) (4,190)
Financing activities
Drawdown of borrowings 4,000 7,000
Repayment of borrowings (1,000) -
Interest paid (2,585) (2,795)
Payment of leasing liabilities - capital element (1,202) (1,231)
Payment of leasing liabilities - interest element (205) (166)
Net cash (used by)/generated from financing activities (992) 2,808
Net decrease in cash and cash equivalents (5,204) (233)
Cash and cash equivalents at the beginning of the period 6,166 3,871
Effect of foreign exchange rate changes (123) (263)
Cash and cash equivalents at the end of the period 839 3,375
Bank overdraft (4,068) -
Cash at bank 4,907 3,375
Cash and cash equivalents at the end of the period 839 3,375
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
The unaudited condensed consolidated financial statements for the six months ended 31 May 2026:
-- Are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS34') as issued by the International Accounting Standards Board ('IASB') and as adopted by the United Kingdom;
-- Are presented on a condensed basis as permitted by IAS 34 and therefore do not include all disclosuresthat would otherwise be required in a full set of financial statements and should be read in conjunction with theGroup's Annual Report and Financial Statements for the year ended 30 November 2025;
-- Apply the same accounting policies, presentation and methods of calculation as those followed in thepreparation of the Group's Annual Report and Financial Statements for the year ended 30 November 2025, which wereprepared in accordance with UK-adopted International Accounting Standards ('IAS'), with International FinancialReporting Standards ('IFRS') as issued by the IASB, and with the requirements of the UK Companies Act 2006;
-- Accrue income taxes using the tax rate that is expected to be applicable for the full financial year,adjusted for certain discrete items which occurred in the interim period in accordance with IAS 34;
-- Include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement ofthe results for the periods presented;
-- Do not constitute statutory accounts within the meaning of section 434(3) of the UK Companies Act 2006;and
-- Were approved by the Board of directors on 13 July 2026.
The information relating to the year ended 30 November 2025 is extracted from the Group's published Annual Report and Financial Statements for that year, which has been delivered to the Registrar of Companies, and on which the auditors' report was unqualified and did not contain any emphasis of matter or statements under section 498(2) or 498 (3) of the UK Companies Act 2006.
RSM, the Company's auditors, have not undertaken an independent review of the condensed set of financial statements in this interim report, consistent with the same period in the prior year.
The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses during the period. Actual results could vary from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Principal risks and uncertainties
Pursuant to the requirements of the Disclosure and Transparency Rules, the Group provides the following information on its principal risks and uncertainties. The Group considers strategic, operational and financial risks and identifies actions to mitigate those risks. Risk management systems are monitored on an ongoing basis. The principal risks and uncertainties detailed within the Group's Annual Report and Financial Statements for the year ended 30 November 2025 remain applicable. This is available from the RM website: www.rmplc.com.
The principal risks and uncertainties that could have a significant effect on the Group's financial performance, include the following:
-- A range of factors such as adverse market conditions, operational failures, not winning new business, ora lack of investment in our digital capability, could cause a failure to deliver our growth strategy.
-- The Group may be exposed to treasury risks including managing liquidity within the agreed facilityarrangements and covenants.
-- If the Group's security controls are inadequate it could be vulnerable to a cyber-attack on internal orcustomer-facing systems.
-- If the Group fails to maintain the required levels of technical and delivery expertise, then the deliveryof sophisticated and complex solutions to customers, or large-scale business transformation projects, could bethreatened.
-- The pace of change in assessment technology is such that providers need to adapt and respond to the fastmoving market in order to prosper.
-- Due to the TTS Division's dependency on an extensive supply chain, including overseas providers, deliveryof products and services could be affected by political, economic and global factors beyond its control.
-- A failure to recruit, retain and protect highly skilled employees could have a range of negativeoperational impacts.
-- If the Group does not have adequate monitoring and compliance processes in place, there is a risk wecould become non-compliant with one or more of the many legal and regulatory obligations to which we are subject.
-- Failure to manage health and safety increases the risk of injury or death to workers or others, andincreases the risk of prosecution and unlimited fines.
Going concern
The unaudited consolidated financial statements for the six months ended 31 May 2026 have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.
At 31 May 2026, the Group had net debt of GBP59.3m (30 November 2025: GBP50.6m) and drawn facilities of GBP61.0m (30 November 2025: GBP58.0m). Average Group debt over the six months to 31 May 2026 was GBP60.6m (year to 30 November 2025: GBP57.8m) with a maximum borrowings position of GBP61.0m (year to 30 November 2025: GBP63.3m).
The Group has a GBP70.0m (2025: GBP70.0m) committed bank facility ("the facility") at the date of this report. The facility provides lenders a fixed and floating charge over the shares of all the obligor companies (except for RM plc). The facility is due to mature on 5 January 2028.
For going concern purposes the Board have assessed the Group's forecast performance against the following covenants which apply for the period of 12 months from the date of this report:
-- A quarterly LTM (last twelve months) EBITDA covenant test to November 2026, after which it is replaced bya quarterly EBITDA leverage test and interest cover test, which are required to be below 4.5x and above 3.5xrespectively for the quarters ended 28 February and 31 May 2027, and below 4.5x and above 4x respectively for thequarters thereafter; and
-- A hard liquidity covenant test requiring the Group to have liquidity greater than GBP7.5m on the lastbusiness day of the month, and liquidity not be below GBP7.5m at the end of two consecutive weeks within a month. This liquidity limit is the maximum amount the Group must have available under the facility, taking into accountcash and the amount left to draw.
In addition to the financial covenants, the facility also contains non-financial covenants including the achievement of milestones relating to the strategy for disposal of certain non-core assets within the going concern assessment period.
As part of the Group's business planning process, the Directors of the Group have closely monitored the Group's financial forecasts, key uncertainties, and sensitivities. As part of this exercise, the Directors of the Group reviewed a number of scenarios, including the base case and reasonable worst-case downside scenarios.
The base case scenario assumes no significant downturn in UK or international markets from those experienced in the year to 30 November 2025 and first half of FY26, and also assumes a broadly similar macroeconomic environment to that currently being experienced. However, it also assumes revenue growth across all businesses in the Group, and profit margin growth including annualised savings from restructuring programmes undertaken in the period. Under the base case, adequate headroom is forecast against the covenants such that there are no breaches within the going concern period of not less than 12 months from the date of approval of these financial statements.
The aggregate impact of reasonably plausible downsides has been taken together to form a reasonable worst-case scenario that removes a number of the growth assumptions from the base case, including delays in significant customer contracts or distributor arrangements, markets and/or market share not growing, reductions in contract wins or renewals, and increases in costs that cannot be passed on to customers. Taken together, the reasonable worst-case scenario applies significant reductions to the revenue, EBITDA and cash figures in the base case forecast.
While the Directors of the Group believe that all reasonable worst-case downside scenarios occurring together is highly unlikely, under this scenario without any mitigating actions the Group would continue to comply with all covenants until February 2027, when the interest cover test would be breached, and May 2027 when the adjusted leverage covenant would be breached.
Taking into account the associated mitigations that the Directors of the Group are confident could be enacted in the event these reasonable worst-case downside scenarios should occur, the Group is expected to comply with all debt covenants in place and will have sufficient funds to meet its liabilities as they fall due from the date of this report for a period of not less than 12 months from the date of approval of these financial statements. These mitigations include reducing discretionary spend and delaying capital expenditure. These are actions the Group has taken before and therefore the Board is confident of its ability to deliver these mitigating actions if required.
The Board's assessment of the likelihood of a further downside scenario is remote. Management has undertaken reverse stress testing of the base case scenario which shows that, should sales reduce in TTS by GBP13.5m (19%) or Technology by GBP21.7m (47%) in the quarter ended 31 August 2026 in isolation, the covenants would still be complied with for that quarter if none of the other downside scenarios were to occur.
Consequently, the Directors of the Group have concluded that the going concern basis of accounting remains appropriate and the financial statements do not require the adjustments that would result if the Group were unable to continue as a going concern.
Alternative Performance Measures (APMs)
In response to the Guidelines on APMs issued by the European Securities and Markets Authority (ESMA) and the Financial Reporting Council (FRC), additional information on the APMs used by the Group is provided below. The following APMs are used by the Group:
-- Adjusted profit from operations
-- Adjusted operating margin
-- Adjusted profit before tax
-- Adjusted tax
-- Adjusted profit after tax
-- Adjusted earnings per share
-- Adjusted diluted earnings per share
-- Adjusted cash conversion
-- Adjusted EBITDA excluding share-based payments
-- Adjusted net debt
-- Average adjusted net debt
Further explanation of what each APM comprises and reconciliations between statutory reported measures and adjusted measures are shown in Note 4.
The Board believes that presentation of the Group results in this way is relevant to an understanding of the Group's financial performance (and that of each segment). Underlying performance excludes adjusted items which are identified by virtue of their size, nature and incidence. The treatment of adjusted items is applied consistently period on period. This presentation is consistent with the way that financial performance is measured by management, reported to the Board, the basis of financial measures for senior management's compensation schemes and provides supplementary information that assists the user to understand the underlying financial performance, position and trends of the Group.
The APMs used by the Group are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measures. All APMs relate to the current year results and comparative periods where provided.
New accounting pronouncements adopted
On 1 December 2025, the Group adopted certain new accounting policies to comply with amendments to IFRS, including:
-- Lack of Exchangeability (Amendments to IAS 21).
None of the above had a material impact on the consolidated results, financial position or cash flows of the Group. Further details are provided in the Group's Annual Report and Financial Statements for the year ended 30 November 2025.
Key sources of estimation uncertainty
In applying the Group's accounting policies the Directors are required to make estimates and assumptions. Actual results may differ from these estimates. The following are considered key sources of estimation uncertainty:
-- Retirement benefit scheme valuation - The present value of post-employment benefit obligations isdetermined on an actuarial basis using various assumptions, including the discount rate, inflation rate andmortality assumptions. The latter includes, within the Continuous Mortality Investigation future mortalityprojections model (CMI_2025), a half-life parameter to set how quickly the influence of the modelled impact of theCOVID-19 pandemic falls away. Any changes in these assumptions, including an assessment of an appropriate half-lifeparameter by the Group's pension advisors, will impact the carrying amount as well as the net pension finance costor income. Key assumptions and sensitivities for post-employment benefit obligations are disclosed in Note 9.
-- Impairment reviews - As part of the impairment review of goodwill and investments in subsidiaryundertakings, calculating the net present value of the future cash flows requires estimates to be made in respectof highly uncertain matters including future cash flows (including revenue growth, margin assumptions and corporatecosts allocated to the RM TTS cash-generating unit), discount rates and long-term growth rates. Changes in theassumptions could significantly affect the impairment of the RM TTS cash-generating unit and hence reported assets,profits or losses.
-- Inventory provision - A provision is made for obsolete, slow moving and defective items whereappropriate. Estimates are made in respect of the provision percentages, based upon historic net realisable valuesfor similar product lines. These provision percentages are applied to inventory quantities based upon anexpectation of utilisation of that inventory in the future, taken from sales of those lines in the last twelvemonths. Changes in future sales volumes or recoverable amounts could impact the future carrying value of inventory.
-- Deferred tax asset - Deferred tax assets are recognised to the extent it is probable that future taxableprofit will be available against which the temporary difference will be utilised. Within short-term timingdifferences an asset in respect of disallowed tax-interest expense has been recognised on the basis of theexpectation of divestment of noncore assets from the Group in the foreseeable future.
Critical accounting judgements
In applying the Group's accounting policies the Directors are required to make judgements and assumptions, actual results may differ from these. The following are considered key critical accounting judgements:
-- Going concern - In concluding the going concern assessment was appropriate, the Directors have made anumber of significant judgements as set out above.
-- Revenue from RM Assessment contracts - Judgements have been made which impact on the quantum and timingof revenue recognition. These include: 1) determining the implied start date of the contract when services commenceprior to a contract being signed, this judgement being based on the point at which the Group has an enforceableright to payment for goods or services provided; 2) identifying the term of the contract and specifically whetherthis period is reduced based on the ability of the customer to terminate without incurring a substantive cost; 3)identifying the distinct performance obligations in the contracts based on the goods and services being provided,specifically whether programme management, integration, development, enhanced software and hosting services aredistinct; 4) allocating the transaction price between performance obligations based on the customer's ability tobenefit from the services provided at the inception of contract, including estimating the stand-alone selling priceof each performance obligation; and 5) determining the timing of revenue recognition, specifically for contractswith multiple performance obligations and where there is a variable transaction price based on the number of examscripts, there is judgement in the determination that the provision of technology is a right-to-access arrangementand therefore should be recognised over time. The factors considered in making these judgements were the nature ofservices provided, including hosting, ongoing maintenance, and system support.
-- Recognition of pension surplus - The Group has determined that when all members leave the RM, CARE andPlatinum defined benefit pension schemes, any surplus remaining would be returned to the Group in accordance withthe trust deed. As such, the full economic benefit of any surplus under IAS 19 is deemed available to the Group andis recognised in the balance sheet. The net pension surplus at 31 May 2026 of GBP23.1m is set out in Note 9.
-- Classification of adjusting items - A number of judgements are made in identifying costs and income asadjusting items. The factors considered in making this judgement are the size or nature of the adjustment and theirimpact on the segment. These are fully set out in Note 4.
-- Recognition of internally generated intangible assets - The Group applies judgement in determiningwhether research and development costs incurred in the year meet the qualifying criteria set out in IAS 38 for thecapitalisation of development costs. Only when these criteria are considered to have been met does the Grouprecognise the related internally generated intangible assets. Particular uncertainty concerns whether the assetwill generate probable future economic benefits. This judgement is based on budgets and forecasts produced bymanagement, and historic take up of contract extensions or additional scope work with current customers. The Grouprecognised GBP3.7m of internally generated intangible assets in the period ended 31 May 2026.
-- Deferred tax liability on pension surplus - The Group has chosen to classify the deferred tax liabilityarising from its pension surplus within the net deferred tax balance rather than showing it net of the pensionsurplus (see Note 9). The Group does not plan to withdraw any of the surplus and therefore considers separation ofthe related deferred tax liability from the pension surplus to be appropriate.
2. Operating Segments
The Group's business is supplying products, services and solutions to the UK and international education markets. The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews segments at an adjusted operating profit level and adjustments are not allocated to segments. Information reported to the Chief Operating Decision Maker for the purposes of resource allocation and assessment of segmental performance is focused on the nature of each type of activity. The Group is structured into three operating divisions: RM TTS, RM Assessment and RM Technology.
Typically, two of the divisions are impacted by seasonality trends. RM TTS experiences increased revenues in March, June, July and October in line with customer financial and academic years. In RM Assessment scanning revenues are recognised over the period of the exam activity and create seasonality depending on the timing of exam sessions and the number and type of examinations being sat. UK government Assessment scanning revenues are spread typically between May to July. This segmental analysis shows the result of these divisions. Revenue is that earned by the Group from third parties. Net financing costs and tax are not allocated to segments as the funding, cash and tax management of the Group are activities carried out by the central treasury and tax functions.
Segmental results
RM RM RM
Six months ended 31 May 2026 Corporate Services Total
TTS1 Assessment Technology
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue
UK 21,946 10,381 19,959 - 52,286
Europe 4,786 6,448 4 - 11,238
North America 836 - 26 - 862
Asia 251 984 - - 1,235
Middle East 1,410 340 - - 1,750
Rest of the world 372 2,387 - - 2,759
29,601 20,540 19,989 - 70,130
Divisional contribution 2,086 7,504 1,791 (8,679) 2,702
Corporate cost allocation (1,320) (2,211) (1,781) 5,312 -
Adjusted profit/(loss) from operations 766 5,293 10 (3,367) 2,702
Finance income 548
Finance costs (3,206)
Adjusted profit before tax 44
Adjustments (see Note 4) (2,941)
Loss before tax (2,897)
1 Included in UK are International Sales via UK Distributors of GBP309,000.
RM RM RM
Six months ended 31 May 2025 Corporate Services Total
TTS1 Assessment Technology
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue
UK 22,641 9,984 21,760 - 54,385
Europe 4,201 6,495 4 - 10,700
North America 1,061 - 194 - 1,255
Asia 286 958 - - 1,244
Middle East 2,025 215 - - 2,240
Rest of the world 525 2,850 - - 3,375
30,739 20,502 21,958 - 73,199
Divisional contribution 1,836 6,747 3,469 (11,109) 943
Corporate cost allocation (1,717) (3,194) (2,568) 7,479 -
Adjusted profit/(loss) from operations 119 3,553 901 (3,630) 943
Finance income 542
Finance costs (3,873)
Adjusted loss before tax (2,388)
Adjustments (see Note 4) (1,905)
Loss before tax (4,293)
1 Included in UK are International Sales via UK Distributors of GBP318,000.
Segmental assets
RM RM
At 31 May 2026 RM Assessment Corporate Services Total
TTS Technology
GBP000 GBP000 GBP000 GBP000 GBP000
Segmental 38,513 37,805 9,832 32,655 118,805
Other 37,489
Total assets 156,294
RM RM
At 30 November 2025 RM Assessment Corporate Services Total
TTS Technology
GBP000 GBP000 GBP000 GBP000 GBP000
Segmental 37,503 31,503 11,046 29,948 110,000
Other 35,114
Total assets 145,114
Other non-segmented assets include defined benefit pension surplus, tax assets and cash and short-term deposits.
3. Revenue
RM RM
RM RM
Six months ended 31 May 2026 TTS Technology Total
Technology Assessment Over
Transactional Time
Transactional Over Time
GBP000 GBP000 GBP000 GBP000 GBP000
Supply of products and software 29,601 7,130 896 - 37,627
licences
Rendering of services - 1,539 8,448 5,532 15,519
Delivery of Own Platform - 22 1,954 15,008 16,984
solutions
29,601 8,691 11,298 20,540 70,130
RM RM
RM RM
Six months ended 31 May 2025
TTS Technology Total
Technology Assessment Over
(re-presented1) Transactional Time
Transactional Over Time
GBP000 GBP000 GBP000 GBP000 GBP000
Supply of products and software 30,739 5,888 1,116 - 37,743
licences
Rendering of services - 1,049 11,767 5,871 18,687
Delivery of Own Platform - 19 2,119 14,631 16,769
solutions
30,739 6,956 15,002 20,502 73,199
1 The classes of revenue by product type were revised in FY25 to align with the classes used by management to assess performance of the business and the comparatives have been re-presented.
4. Alternative Performance Measures
As set out in Note 1, the Group uses alternative performance measures that the Board believes reflect the trading performance of the Group, and it is these adjusted measures that the Board use as the primary measures of performance during the year.
Six months ended Six months ended
31 May 2026 31 May 2025
GBP000 GBP000
Adjustments to operating expenses:
Amortisation of acquisition-related intangible assets (a) 125 120
Restructuring costs (b) 2,692 1,681
Consortium pension costs (c) 124 104
Total adjustments to operating expenses 2,941 1,905
Tax impact (Note 5) (884) (269)
Total adjustments after tax 2,057 1,636
Adjusted items:
These are items which are identified by virtue of their size, nature and incidence to be important to understanding the performance of the business including the comparability of the results year on year. These items can include, but are not restricted to, impairment; gain on held-for-sale assets and related transaction costs; changes in the provision for exceptional property costs; the gain/loss on sale of operations; and restructuring and acquisition costs.
The following costs and income were identified as adjusted items:
a. Amortisation of acquired intangibles is included within adjustments because it relates to historicalbusiness combinations and does not reflect the Group's ongoing trading performance. This practice is common amongpeer companies across the technology sector. The income generated from the use of these intangible assets is,however, part of ongoing trading performance and so is included in the adjusted profit measures.
b. Restructuring costs of GBP2.7m (2025: GBP1.7m) relate to the legal and operational separation of thedivisions and the new ERP implementation activities announced in FY25. These include GBP0.6m of costs relating toredundancies (all of which was paid during the period), GBP0.8m relating to professional fees and contractor costsand GBP1.3m of staff costs. Restructuring costs in HY25 related to the implementation of the Group's new TargetOperating Model announced in FY24, which has now concluded. c. Ongoing costs for the CARE pension scheme are presented as an adjusting item within continuing operationsas they are not related to the underlying trading operations of the Group, following the discontinuation of theConsortium business.
Adjusted net debt of GBP59.3m (30 November 2025: GBP50.6m) is the total of borrowings less capitalised fees of GBP60.1m (30 November 2025: GBP56.7m) plus bank overdraft of GBP4.1m (30 November 2025: GBPnil) minus cash at bank of GBP4.9m (30 November 2025: GBP6.2m).
Lease liabilities of GBP17.1m (30 November 2025: GBP15.4m) are excluded from this measure as they are not included in the measurement of adjusted net debt for the purpose of covenant calculations. Adjusted net debt is a key metric measured by management as it is used in covenant calculations.
The above adjustments have the following impact on key metrics:
Six months ended 31 May 2026 Six months ended 31 May 2025
Statutory Adjustment Adjusted Statutory Adjustment Adjusted
Measure measure Measure measure
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 70,130 - 70,130 73,199 - 73,199
(Loss)/profit from operations (239) (2,941) 2,702 (962) (1,905) 943
Operating margin (%) -0.3% -4.2% 3.9% -1.3% -2.6% 1.3%
Loss/(profit) before tax (2,897) (2,941) 44 (4,293) (1,905) (2,388)
Tax 873 884 (11) 972 269 703
Loss/(profit) after tax (2,024) (2,057) 33 (3,321) (1,636) (1,685)
(Loss)/profit from operations (239) (2,941) 2,702 (962) (1,905) 943
Amortisation and impairment of 244 125 119 206 120 86
intangible assets
Depreciation and impairment of 1,749 - 1,749 1,897 - 1,897
property, plant and equipment
EBITDA 1,754 (2,816) 4,570 1,141 (1,785) 2,926
Share-based payments 614 - 614 541 - 541
EBITDA excluding share-based payments 2,368 (2,816) 5,184 1,682 (1,785) 3,467
Earnings per share:
Basic (Pence) (2.1)p 0.0p (4.0)p (2.0)p
Diluted (Pence) (2.1)p 0.0p (4.0)p (2.0)p
Adjusted operating profit is defined as the profit from continuing operations before excluding the adjustments referred to above. Operating margin is defined as the operating profit as a percentage of revenue.
5. Tax
Six months ended 31 May 2026 Six months ended 31 May 2025
Statutory Measure Adjustment Adjusted measure Statutory Adjustment Adjusted measure
Measure
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
(Loss)/profit before (2,897) (2,941) 44 (4,293) (1,905) (2,388)
tax
Tax credit/(charge) 873 884 (11) 972 269 703
Effective tax rate (30.1)% (30.1)% (25.0)% (22.6)% (14.1)% (29.4)%
(ETR)
For the interim periods, the ETR is calculated by applying a forecast full year ETR to the interim results.
The standard rate of corporation tax in the UK for the period is 25% (2025: 25%).
6. Earnings per share
At At
31 May 2026 31 May 2025
Number '000 Number '000
Number of shares in issue (weighted average) 97,485 83,256
Potentially dilutive shares (weighted average) 1,391 604
Diluted number of shares (weighted average) 98,876 83,860
Six months ended 31 May 2026 Six months ended 31 May 2025
Adjusted Adjustments Total Adjusted Adjustments Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Profit/(loss) for the period 33 (2,057) (2,024) (1,685) (1,636) (3,321)
Adjusted Total Adjusted Total
Pence Pence Pence Pence
Basic earnings per share 0.0 (2.1) (2.0) (4.0)
Diluted earnings per share 0.0 (2.0) (2.0) (4.0)
In accordance with IAS 33 the diluted loss per share is corrected on the face of the Income Statement to reflect the undiluted figure as a loss should not be diluted.
7. Borrowings
At At
31 May 2026 30 November 2025
GBP000 GBP000
Bank loan 61,000 58,000
Less: capitalised fees (861) (1,258)
Borrowings 60,139 56,742
At 31 May 2026, the Group had drawn down GBP61.0m (30 November 2025: GBP58.0m) of the GBP70.0m committed revolving credit facility, which expires in July 2027. For further details of the committed revolving credit facility please see Note 11.
8. Provisions
Dilapidations Employee-related provisions Contract risk provisions Total Group GBP000 GBP000 GBP000 GBP000 At 1 December 2025 1,836 30 97 1,963 Increase in provisions 21 - 2 23 Utilisation of provisions (59) - (64) (123) Release of provisions - (30) - (30) Unwinding of discount on provisions 19 - - 19 Foreign exchange 3 - - 3 At 31 May 2026 1,820 - 35 1,855
Disclosure of provisions
At At
31 May 2026 30 November 2025
GBP000 GBP000
Current liabilities 1,055 1,154
Non-current liabilities 800 809
1,855 1,963
9. Defined benefit pension schemes
There are three defined benefit pension schemes: The Research Machines plc 1988 Pension Scheme (RM Scheme), The Consortium CARE Scheme (CARE Scheme) and The Prudential Platinum Pension (Platinum Scheme). In addition, the Group has TUPE employees who retain membership of Local Government Pension Schemes, many of which have a customer contractual guarantee whereby the Group reimburses for any IAS 19 deficit when it ceases to be a participating employer and are therefore accounted for as a defined benefit arrangement, with actuarial movements recognised through Other Comprehensive Income. For further details of each of these schemes please see Note 24 in the Group's Annual Report and Financial Statements for the year ended 30 November 2025.
Reconciliation of net defined benefit obligation
RM Scheme CARE Scheme Platinum Local Government Pension Total
Scheme Schemes
GBP000 GBP000 GBP000 GBP000 GBP000
Net pension surplus/(obligation) at 1 December 17,749 1,588 756 (30) 20,063
2025
Cost included in Income Statement:
Administrative expenses1 (265) (103) (5) - (373)
Net interest income 482 41 21 - 544
Scheme remeasurements included in the Statement
of Comprehensive Income:
Effect of changes in demographic assumptions (1,029) (101) (10) - (1,140)
Effect of changes in financial assumptions 6,912 413 46 - 7,371
Effect of experience adjustments (1,268) (74) - - (1,342)
Return on scheme assets excluding interest on (1,844) (99) (91) - (2,034)
scheme assets
Cash contributions - 8 - - 8
Net pension surplus/(obligation) at 31 May 2026 20,737 1,673 717 (30) 23,097
At 31 May 2026:
Pension deficit - - - (30) (30)
Pension surplus 20,737 1,673 717 - 23,127
Net pension surplus/(deficit) 20,737 1,673 717 (30) 23,097
At 30 November 2025:
Pension deficit - - - (30) (30)
Pension surplus 17,749 1,588 756 - 20,093
Net pension surplus/(deficit) 17,749 1,588 756 (30) 20,063
1 The administrative expenses of the schemes are settled from the scheme assets and not paid by the Group.
The surplus has increased primarily due to the change in financial assumptions used, specifically the higher discount rate, which has decreased the value of the liabilities. This has been partially offset by lower than expected returns on assets, changes in the demographic assumptions used, RPI price inflation being higher than expected and payment of administration costs.
Significant actuarial assumptions
RM Scheme CARE Scheme Platinum Scheme Discount rate: At 31 May 2026 6.00% 5.90% 6.05% At 30 November 2025 5.55% 5.45% 5.60% Rate of RPI price inflation: At 31 May 2026 3.10% 3.10% 3.10% At 30 November 2025 2.85% 2.85% 2.85%
The most recent triennial actuarial valuation of Scheme assets and the present value of the defined benefit obligation for the RM and CARE schemes was carried out for statutory funding purposes at 31 May 2024 by a qualified independent actuary.
The valuation for the RM Scheme showed a surplus of GBP10,393,000. No additional contribution payments are required. On 15 March 2026 the sponsoring employer of the RM Scheme changed from RM Education Ltd to RM plc.
The valuation for the CARE Scheme showed a surplus of GBP112,000. No further deficit catchup payments, beyond those agreed in the prior valuation (dated 31 May 2021) of GBP1,200,000 per annum until 31 December 2026, were required.
Subsequent to agreeing the 31 May 2024 triennial valuation, the Company and trustee of the CARE Scheme signed a memorandum of understanding that ceased contributions to the scheme with effect from 1 June 2025, but with the requirement to reinstate (at the level of GBP50,000 per month) should the funding level fall below a specified threshold, as measured at each actuarial report anniversary. On 8 March 2026 the sponsoring employer of the CARE Scheme changed from RM Educational Resources Ltd to RM plc.
The most recent full actuarial valuation for the Platinum scheme was carried out by the independent actuaries on 31 December 2024. The Scheme is administered within a legally separate trust, and the Trustees are responsible for ensuring that the correct benefits are paid, that the Scheme is appropriately funded, and that the Scheme assets are appropriately invested. The triennial valuation of the Scheme for statutory funding purposes at 31 December 2024 was a surplus of GBP391,300. No contribution payments are required until 31 December 2030. On 1 April 2026 the sponsoring employer of the Platinum Scheme changed from RM Educational Resources Ltd to RM plc.
10. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.
The Group encourages its Directors and employees to be governors, trustees or equivalent of educational establishments. The Group trades with these establishments in the normal course of its business.
The sole significant related party transaction relates to the provision of contract staff by Searchlight Business Services Limited, of which Mark Cook (the Chief Executive Officer of RM plc) is non-Executive Chairman. In the six months to 31 May 2026 the Group purchased services totalling GBP0.2m (2025: GBP0.1m). Mr Cook is not involved in the commercial discussions relating to this supply.
11. Post balance sheet events
On 5 July 2026 the lenders approved an extension and amendment to the Group's revolving credit facility, which will now run to 5 January 2028. Certain non-financial covenants including the achievement of milestones relating to the strategy for disposal of certain non-core assets were also extended. The following financial covenants apply from the approval date to the end of the facility:
-- A quarterly LTM EBITDA (excluding discontinued operations) covenant test to November 2026, after which itis replaced by a quarterly EBITDA leverage test and interest cover test, which are required to be below 4.5x andabove 3.5x respectively for the quarters ended 28 February and 31 May 2027, and below 4.5x and above 4xrespectively for the quarters thereafter; and
-- A 'hard' liquidity covenant test requiring the Group to have liquidity greater than GBP7.5m on the lastbusiness day of the month, and liquidity not be below GBP7.5m at the end of two consecutive weeks within a month.
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ISIN: GB00BJT0FF39 Category Code: IR TIDM: RM. LEI Code: 2138005RKUCIEKLXWM61 Sequence No.: 436118 EQS News ID: 2365168 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
July 14, 2026 02:00 ET (06:00 GMT)
